pdf processed with cutepdf evaluation edition · 2014. 11. 14. · transform millions of lives....

PDF processed with CutePDF evaluation edition www.CutePDF.com

http://www.cutepdf.com

Gearing up business w ith technology

20th Annual Report 2013-2014

Plot No. 4, Rail Enclave,

Sikh Road, Bowenpally,

Secunderabad - 500015,

Telangana, INDIA.

Phone :+91-40-6632-6447/ 8

Fax :+91-40-6648-6446

Visit us: www.

Email:[email protected]

cybermateinfotek.com

BOARD OF DIRECTORS

Sri P.C.PANTULU - Managing Director & CEO

Sri K.S.SHIVA KUMAR - Director & COO

Sri P. CHANDRA SEKHAR - Director-Finance

Sri K. K. RAO - Director

Sri K.SHANKAR - Director

Sri K.PAWAN KUMAR - Director

Dr.D.JAYARAMI REDDY - Director

P.MURALI & COChartered Accountants ,Somajiguda. Hyderabad

AUDITORS

BANKERS

ICICI Bank Ltd.

Regd Office & Software Development Centre:

Notice………………………………………………………. 04

Director’s Report…………………………………………… 09

Report on Corporate Governance………………………… 16

Auditor’s Report…………………………………………… 26

Balance Sheet………………………………………………. 30

Statement of Profit and Loss……………………………… 31

Cash Flow Statement………………………………………. 32

Notes………………………………………………………….. 35

Page No.

01

CONTENTS

It was a path less travelled, a move which needed boldness and a step that could

Transform millions of lives. Cybermate Infotek Limited a BSE listed Company is

a offshore software development company executing projects on Web & Web

related technologies, with a single minded pursuit and determination dared and

achieved it all. Little wonder it has grown from strength to strength and today,

Cybermate Infotek Limited is not just another name in the IT horizon but a strong

force that is competing against renowned global giants in Health Care IT Services

.

Since its inception in the year 1994, the company promoted by a team of qualified

& experienced professionals has been consistently employing effective strategies

and setting new standards to deliver quality that is nothing less than world class.

Backed by our strong quality processes and rich experience managing global

clients across various business vertical, we align IT strategies to your business

goals. From simple changes in process to innovative solutions, we help our

customers harness the power of IT to achieve profitable growth. And our mission

says it all “ We Win When You Win”

Trail Blazing PastA

02

Cybermate Infotek Limited (CIL) has been building and

deploying end-to-end IT solutions for a wide range of

companies globally . Ind ian Health Management

Information System (HMIS) is an essential part of any

hospital in India that has more than 50 beds it is not possible

to manage large hospitals without an effective Health

management system, the west focused HMIS had its own

limitations of acceptance level in the complex health care

regulatory environment in India. CIL grabbed this

opportunity and has range of Product and Solutions that

address the intricate requirement of Indian health care

market.

CIL pre-packaged solutions have found acceptance across

various other industry segments. The modular and

component based solutions integrate well with various

domain-specific software applications of other vendors.

Cybermate Infotek Ltd has been successful in transforming

idea into reality and carving a niche in the global markets

offering IT solutions. Analyzing our technical strengths, our

focus is to consistently deliver solutions that maximize

value for our customers. Supported by our strong Offshore

Development Methodology and Global presence we

provide cost and time benefits to our customers.

The vibrant and highly skilled workforce, its global

presence (India and USA ), and twenty years of industry

experience give Cybermate an edge over its competitors

A Rapid-fire Growth

As a technology solutions and services provider, our mission is threefold:

•

•

•

Be a Global Service provider.

Design and deliver technologically challenging solutions.

Offer cost effective solutions to the customer.

Products- Own

Service offerings

(a) Hospital Management Software

(b) Asset management Software

(c) Payroll Management

(d) Purchase Management

(a) IT Services

(b) Network implementation and

maintenance

© Surveillance Systems

(d) Staff Augmentation

(e) BPO

03

NOTICE is hereby given that the 20th Annual General Meeting of the shareholders of the company will be

held on Monday the 30th September 2014 at 10.00. A.M. at HOTEL TAJ TRISTAR, AT “SAFFRON” , 1-1-

40,SEVEN HILLS, SAROJINI DEVI ROAD. SECUNDERABAD. 500003, A.P India to transact the

following business:

AS ORDINARY BUSINESS:

1. To consider and if thought fit, to pass with or without modification(s), the following resolution as an

Ordinary Resolution.

the Audited Balance Sheet as at 31st March 2014 and the Profit and Loss Account of

the Company for the year ended on that date and the report of the Directors and Auditors thereon be

and are hereby considered and adopted.”



Sri Pawan Kumar Kasera who retires by rotation and being eligible for re-

appointment, offers himself for re-appointment be and is hereby re-appointed, as a Director of the

Company.”



Sri Koteswar Rao Kanamarlapudi who retires by rotation and being eligible for re-

appointment, offers himself for re-appointment be and is hereby re-appointed, as a Director of the

Company.”



M/ s P. MURALI & CO, Chartered Accountants, Hyderabad be and are hereby

appointed as auditors of the Company to hold office from the conclusion of this Annual General

Meeting till the conclusion of the next Annual General Meeting of the Company on such remuneration

as may be fixed in this behalf by the Board of Directors of the Company.”

By the Order of the Board

For Cybermate Infotek Limited

Place: Secunderabad P.C.Pantulu

Date 11th August 2014 Managing Director.

“RESOLVED THAT

“RESOLVED THAT

“RESOLVED THAT

“RESOLVED THAT

04

NOTICE

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A

PROXY AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. THE

PROXY IN ORDER TO BE EFFECTIVE SHOULD BE DULY STAMPED, COMPLETED AND SIGNED

AND MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY, NOT LATER

THAT 48 HOURS BEFORE THE MEETING.

A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not

more than 10 % of the total share capital of the company carrying voting rights. A member holding

more than 10 % of the total share capital of the company carrying voting rights may appoint a single

person as proxy and such person shall not act as a proxy for any other person or shareholder.

2. Corporate members intending to send their representatives to attend the meeting are requested to

send to the company a certified copy of the board resolution authorizing their representative to attend

and vote on behalf at the meeting

3. The details of directors in respect of Items 2 and 3 pursuant to clause 49 of the listing agreement with

the Bombay Stock Exchange limited are annexed hereto.

4. The register of beneficial owners, register of members and share transfer books of the Company will

remain closed from Thursday 25th September 2014 to Tuesday 30th September 2014 (both days

inclusive).

5. Members are requested to bring their copies of the Annual Report to the meeting. Please bring the

Attendance slip with you duly filled in and handover the same at the entrance of the Meeting hall.

Members who hold shares in dematerialized form are requested to bring their Client ID and DP ID

numbers for easy identification of attendance at the meeting.

6. Members are requested to notify immediately any change in their address to the Company in case

their shares held in dematerialized form; this information should be passed so that the information

required can be made readily available at the meeting.

7. Members holding shares in physical form are requested to de-materialize the shares in electronic form

to facilitate faster transfer and avoid rejections for bad deliveries. The Share Certificates may be sent to

Aarthi Consultants (P) Ltd,1-2-285,Domalguda, Hyderabad-500029.

8. Members seeking any information or clarifications on the Annual Report are requested to send in their

written queries to the company at least one week before the meeting to enable the company compile

the information and provide replies at the meeting.

9. The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate” by allowing paperless

compliances by the companies and has issued circulars stating that service of notice/ documents including

Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full

measure, members are requested to register their e-mail addresses in respect of electronic holdings with the

depositary through their concerned Depositary Participants. Members who hold shares in physical form are

requested to send their e-mail address to the following :

1. [email protected] 2. [email protected]

Members may also note that the aforesaid documents can be downloaded from the company website :-

www.cybermateinfotek.com

05

NOTES:

10. Voting through electronic means

Pursuant to the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies

(Management and Administration) Rules 2014, the company is pleased to offer e-voting facilities to the members to

cast their votes electronically on all resolutions set forth in this notice.

Members who do not have e-voting facility can take the benefit of ballot form enclosed herewith.

Complete instructions on e-voting and ballot are annexed herewith and forms part of this notice

Instructions for e-voting

(a) The shareholders should log on to the e-voting website www.evotingindia.com.

(b) Click on “Shareholders” tab.

(c) Now enter your User ID

For Members holding shares in Demat Form For Members holding shares in Physical Form

For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

For CDSL: 16 digits beneficiary ID, Folio Number registered with the Company

(d) Next enter the Image Verification as displayed and Click on Login.

(e) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier

voting of any company, then your existing password is to be used.

(f) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax

Department (Applicable for both demat shareholders as well

as physical shareholders)

• Physical Shareholders who have not updated their PAN with

the Company are requested to use the first two letters of their

name in Capital Letter followed by 8 digits folio number in

the PAN field. In case the folio number is less than 8 digits

enter the applicable number of 0’s before the folio number.

Eg. If your name is Ramesh Kumar with folio number 1234

then enter RA00001234 in the PAN field

• Demat Shareholders who have not updated their PAN with

their Depository Participant are requested to use the first two

letters of their name in Capital Letter followed by 8 digit

CDSL client id. For example: CDSL Account holder name is

Rahul Mishra and Demat A/ c No. is 12058700 00001234 then

default value of PAN is ‘RA00001234’. NSDL Accont holder

name is Rahul Mishra and DP ID. is IN300000 and client ID

12345678 then default value of PAN is ‘RA12345678’.

06

NOTES:

DOB Enter the Date of Birth as recorded in your demat account or

in the company records for the said demat account or folio in

dd/ mm/ yyyy format.

Dividend Bank Details Enter the Dividend Bank Details as recorded in your demat

account or in the company records for the said demat account

or folio.

Please enter the DOB or Dividend Bank Details in order to

login. If the details are not recorded with the depository or

company please enter the folio/ client id.

(g) After entering these details appropriately, click on “SUBMIT” tab.

(h) Members holding shares in Physical form will then reach directly to the voting screen.

(i) Members holding shares in Demat form will now reach ‘Password Creation’ menu wherein they are required to

mandatorily enter their login password in the new password field. Kindly note that this password is to be also

used by the Demat holders for voting for resolutions of any other Company on which they are eligible to vote,

provided that Company opts for e-voting through CDSL platform. It is strongly recommended not to share your

password with any other person and take utmost care to keep your password confidential.

If Demat account holder has forgotten the changed password then Enter the User ID and the image verification

code and click on Forgot Password & enter the details as prompted by the system.

(j) Click on the relevant EVSN for the “CYBERMATE INFOTEK LIMITED” on which you choose to vote.

(k) On the voting page, you will see Resolution Description and against the same the option ‘YES/ NO’ for voting.

Enter the number of shares (which represents number of votes) under YES/ NO.

(l) Click on the “RESOLUTION FILE LINK” if you wish to view the entire Notice of the Annual General Meeting.

(m) After selecting the resolution you have decided to vote on, click on “SUBMIT” . A confirmation box will be

displayed. If you wish to confirm your vote, click on “OK” , else to change your vote, click on “CANCEL” and

accordingly modify your vote.

(n) Once you ‘CONFIRM’ your vote on the resolution, you will not be allowed to modify your vote.

(o) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting

page.

(p) Note for Non-Individual Shareholders & Custodians:

• Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to

https:/ / www.evotingindia.com and register themselves as Corporates.

• They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to

[email protected].

• After receiving the login details they have to create a user who would be able to link the account(s) which they

wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they

would be able to cast their vote.

• They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have

issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.

07

Details of the Directors seeking appointment/ re-appointment at the Twentieth

Annual General Meeting (pursuant to Clause 49 iv(g) of the listing agreement

Name of Director Sri. Pawan Kumar Kasera

Expertise in specific functional area Telecom Industry

Date of Birth 23-09-1956

List of other Companies in which 5

Directorship is held as on 31st March, 2013

Chairman/ member of the Committees of the 2

Board of other Companies in which he is a

Director as on 31st March, 2014

Name of Director Sri. Koteswara Rao Kanamarlapudi

Expertise in specific functional area Chartered Accountant, Presently engaged in

Construction, Mining and Trading activities in

Qatar and Indonesia.

Date of Birth 01-11-1946

List of other Companies in which

Directorship is held as on 31st March, 2014 1

Chairman/ member of the Committees of the

Board of other Companies in which he is a

Director as on 31st March, 2014

08

(q) Evoting Period begins on Wednesday the 24th September 2014 at 10.00 am and ends on Friday the 26th

September 2014 at 6.00 pm. During this period shareholders of the company , holding shares either in physical

form or in dematerialized form , as on the cut off date ( record date Friday August 22, 2014, may cast their vote

electronically . The e-voting module shall be disabled by CDSL for voting thereafter.9

(r) Members have an option to vote either electronically (availing services provided by CDSL) or by using the poll

slips to be distributed at the meeting. If the members have cast their vote electronically , then they should not

cast their vote at the meeting. However if a member has voted electronically and has again voted at the

meeting, then the voting done through e-voting shall prevail and voting done at the meeting shall be treated as

invalid.

(s) Shri . Y.Koteswar Rao, Practising Company Secretary (Membership No: ACS No 3785, CP No 7427) has been

appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

(t) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions

(“FAQs” ) and e-voting manual available at www.evotingindia.com under help section or write an email to

[email protected]

By Order of the Board

Hyderabad P.C.Pantulu

11th August 2014 Managing Director

09

Directors’ Report:

Fixed Deposits

Your company has not accepted any deposits and, as such no amount of principal or interest was outstanding on the date of Balance Sheet.

Sri. Pawan Kumar Kasera and Sri Koteswar Rao Kanamarlapudi are to retire at the conclusion of this annual general meeting and being eligible offer themselves for reappointment. The Board of Directors recommend their appointment.

The auditors, M/ s. P.Murali & Co., Chartered Accountants, Hyderabad (Firm Registration No 023412) retire at this Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment.

Auditors Observations – Explanation of the Management.

Dues to Financial Institutions & Statutory Dues

The company’s property situated at Cyber Towers remained vacant for several months, dues to M/ s Dewan Housing Finance Limited could not be met in time. This issue is being addressed on priority by discussing with the institution and a solution is expected to be reached amicably.

Wherever legal steps were initiated, the same are being addressed in accordance with the law.

During the Previous year the company was irregular in remitting of Tax Deducted at Source.

The Board records its sincere appreciation for the significant contributions made by employees across the company through their continued commitment and dedication.

The Company has two Wholly Owned Subsidiaries viz

1. Cybermate Infotek Limited Inc at U.S.A

2. Cybermate Infotek Ltd F.Z.E at Hamriyah Free Zone, Sharjah, U.A.E.

The operations of the US Subsidiary remained dormant since the year 2002.

Further, the subsidiary company at U.A.E was incorporated in January 2008 and advances have been paid for acquisition of products for marketing in the Middle East regions.

Subsequently, due to the slowdown in economy the company has postponed its plans for commencement of its operations. The company is confident of marketing its offerings once the economy improves and will be in a position to present its financial statements.

The statement pursuant to Section 212(1) (e) of the companies Act 1956 in respect of the subsidiaries is attached.

The Board of Directors has approved a scheme of Demerger of some of the activities of the company into separate companies. The scheme is being finalized and will be informed to the shareholders at the appropriate time.

Report on Corporate Governance, Management Discussion and Analysis.

A report on Corporate Governance along with certificate from the Auditors of the Company regarding

compliance of the conditions of Corporate Governance as also a Management Discussion and Analysis Report pursuant to Clause 49 of the Listing Agreement are annexed hereto.

Your Directors acknowledge with a deep sense of gratitude the continued support extended by investors, customers, business associates, bankers and government departments.

For and on behalf of the Board

Place: Secunderabad P. C. Pantulu K.S.Shiva Kumar P Chandra Sekhar

Date: 11th August 2014 Managing Director Director & COO Director Finance

Directors:

Auditors:

Employees

Subsidiary Companies

Demerger

Acknowledgement

10

a) Particulars pursuant to Companies (disclosure of particulars in the report of the Board of Directors)

Rules, 1988

1

2 Financial Year ended 31st December 2013 31st December 2013

3 Holding Company's Interest 100 % in Equity Share Capital 100 % in Equity Share Capital

4 Shares held by the holding

company in the subsidiary company 5000 Shares 1 Share

5 The net aggregate of profits or

losses for the above financial year

of Subsidiary so far as it concerns

the members of the holding company

(a) Dealt with or provided for in the

accounts of the Holding Company NIL NIL

(b) not dealt with or provided for in

the accounts of the Holding

Company NIL NIL

6 The net aggregate of profits or losses

for the previous financial year of

Subsidiary so far as it concerns the

members of the holding company

(a) Dealt with or provided for in the

accounts of the Holding Company NIL NIL

(b) not dealt with or provided for in

the accounts of the Holding

Company NIL NIL

Statement pursuant to Section 212 of the Companies Act 1956 relating to subsidiary companies

Name of the Subsidiary Cybermate Infotek Limited Inc, USA Cybermate Infotek Limited FZE, UAE

11

Annexure to the Directors’ Report

Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo

MANAGEMENT DISCUSSION AND ANALYSIS

Industry Structure & Development

The Information Technology (IT) – Business Process Management (BPM) industry in India is now a US$ 100 Billion + industry

with NASSCOM estimating FY14 volume to be around ~US$ 118 Billion. The IT-BPM industry has not only gained a Global

brand identity as a knowledge economy, but also has been the highest 23 impact sector for the Indian Economy as per the Industry

body - The National Association of Software and Services Companies (NASSCOM)

The Indian IT Industry has been contributing ~8% to the India's national Gross Domestic Product (GDP)has added approx

1,60,000 employees in FY 2014, thus emerging as largest private sector employer with over 3.1 Million direct and ~10 Million

indirect employment.

It has the largest share in the services sector in India viz around 38% Has been 4th largest Urban Women employer and The sector

help's India offset almost half (45%) of its Oil import bill According to NASSCOM, the IT–BPM sector in India had generated

revenues of US$ 109 Billion in FY 2013. Exports have dominated the IT–BPM industry, and constituted about 70% of the total

industry revenue. Though the IT–BPM sector is export driven, the domestic market is also significant with a robust revenue

growth. The industry's share of total Indian exports (merchandise plus services) increased from less than 4% in FY1998 to about

25% in FY 2012.

12

Global IT spending recorded a growth of 4.5% in 2013. Packaged software, IT services and BPM continued to lead accounting

for 55% of the total spend. Cloud based delivery models, virtualization and automation are some of the factors driving

growth in the IT services segment. The adoption of SMAC technologies is expected to drive growth in all the segments.In

India, the IT and BPM sectors has accounted for ~90% of the incremental industrial growth. With its contribution to the

country's exports, foreign exchange earnings and employment generation the sector has, it is one of the most significant

growth catalysts for India. As a proportion of national GDP, the sector revenues have grown over to 8.1% in FY 2014. Exports

are estimated to cross US$ 86 Billion during FY 2014, indicating a YoY growth of 13% with signs of recovery from the US and

Euro zone and return of discretionary spending. IT services could record a growth of ~14% while BPM exports could record

a growth of ~11.4% in FY15.Domestic IT spends in India have been impacted upon political uncertainties, decline in

manufacturing, slowdown in GDP growth, inflation, rupee volatility and lower foreign investment and is expected to grow

~10% in FY 2014. However, a rapidly growing economy, emergence of digital technologies, new business and pricing

models tailored to meet specific needs of customers are driving adoption of IT in India.

Technology has journeyed from hardware to enterprise software to SMAC. Going digital is the top priority to all the

enterprises and India is emerging as one of the fastest growing digital economies. The Indian IT, BPM industry is

transitioning to a different level through the advent of technology and extensive use of digitization. Emerging technologies

are redefining the future of the IT industry. Social media, Mobility, Analytics and Cloud (SMAC) are redefining the

traditional business models and offer the opportunity to shift to new digital ways of working.

India is a home for new breeds of start-up firms focused on high growth areas such as ecommerce and SMAC. These firms

are creating new markets and driving innovation. These changing business models,

emergence of new technologies, buyer segments and solutions for emerging markets will help India retain

its position as the global sourcing leader and an emerging trustworthy innovation hub.

The year can be characterized as the year of rapid transition and transformation leading the industry to expanding into

newer verticals and geographies, attracting new customers and transforming from technology partners to strategic business

partners. Outlook Growth of Indian IT-BPM industry has a high correlation with the global economic growth especially with

the developed regions of United States, UK and Europe.

Global activity and world trade did see some pick up in the second half of Calendar Year (CY) 2013. The growth Momentum

is expected to improve further in CY 2014 largely on account of recovery of advanced economies. Global growth is now

projected to be slightly higher in CY 2014, at around 3.7%, rising to 3.9% in 2015, as predicted by World Economic Forum

(WEF). United States is expected to be 2.8% in 2014, up from 1.9% in 2013. The growth in CY 2014 will be carried by firm

domestic demand, supported in part by a reduction in the fiscal drag due to recent corrective steps of the government. The

euro area is turning the corner from recession to recovery. Growth is projected to strengthen to 1% in 2014 and 1.4% in CY

2015, but the recovery may be uneven. Activity in the United Kingdom has been buoyed by easier credit conditions and

increased confidence. Growth is expected to average 2.25% in 2014-15, but economic slack may remain high. Emerging

markets and developing economies are expected to grow strongly at 5.5% in 2014. As per Industry body NASSCOM; driven

by an improvement in the global economic climate and rise in the technology spend, next year is expected to be optimistic for

the Indian IT-BPM industry. In FY 2015, NASSCOM expects the industry to add overall revenues of USD 13-14 Billion to

existing industry revenues of USD 118 Billion. Export revenues for FY 2015 are projected to grow by 13-15% to reach USD 97-

99 Billion. Domestic revenues for the same period will grow at a rate of 9-12% and is expected to reach 1250 - 1280 Billion

during this year. Strong buyers confidence, increased volumes for global outsourcing, better Global IT spends, Disruptive

technologies, digitization and entrepreneurship is expected to fuel growth for Indian IT-BPM industry in FY 2015.

Gartner, one of world's leading information technology research and advisory company, in its recent forecast has stated that

the global economy is showing signs of a gradual recovery and it expects the worldwide IT spending to total $3.8 trillion in

CY 2014, a 3.2% increase from 2013 spending. The Gartner Worldwide IT Spending Forecast is the leading indicator of major

technology trends across the hardware, software, IT services and telecom markets.

13

Company’s Focus and Strategy:

Cybermate proposes to improve its product offerings and create visibility for its products in domestic and overseas

markets. The Company also intends to ramp up its operations in BPO and, Staff Augmentation segments.

The company has successfully implemented projects in network implementation, maintenance, and fiber optic

connectivity for Telecom Domain. The company is receiving sizeable opportunities in this segment and is likely to be

a new service area in the current financial year.

The company has also identified opportunities in the Geographic Information system (GIS) which it had a track

record in the past. The company proposes to take up GIS projects in collaboration with partners initially and ramp up

once opportunities crystallize.

The company is evaluating opportunities in the Power Generation segment. Initial opportunities arose in the form of

Project Management Consultancy and the company has taken them up seriously and is likely to report some traction

in the current financial year 2014-15.

The company has been facing working capital shortage to withstand the long sales cycles and prolonged delivery

cycles. The company proposes to raise long term working capital funds either as debt or as equity to fill the shortfall

in working capital.

India with its US$ 118 Billion IT-BPM industry, remains the favoured global software services destination. The

Country serves ~78 countries and has ~50 pan India delivery centres. The Flexible services model, low cost

destination, a large multi-cultural and highly aspirational workforce and good technical and English speaking skill

set have enabled India to continue to remain as preferred destinations for software services delivery with very little

competition from any other country globally. Further Indian Companies have emerged as global players with a

good portion of its del ivery and workforce being global. Revival from US and European economies should help

Indian IT industry to leverage opportunities not only in the traditional IT spends but also in to the new age spends

focused on Digital Enterprise. Discretionary spends are expected to show improvement at back of improved outlook

in FY 2015.

Cybermate sees opportunities of growth at back of reviving global economies, better offshore IT spends in most

industry vertical, on-going renewals cycles of IT Services spends, demand for “value for money” services, positive

outlook on discretionary spends, adoption of Digital enterprises (SMAC) being the new imperative, acceptance of

new business models and platforms, stronger balance-sheet size post-demerger, cross selling opportunities in to

wider client base, availability of qualified and skilled workforce etc thus auguring well for it.

Some of the other technological key growth drivers that are expected to open new opportunities for the industry are smart computing, anything-as-a-service, technology enablement in the emerging markets and the

Small and Medium Businesses (SMB) market. SMBs are emerging as key stakeholders for India’s IT, BPM industry

are seeing rapid IT adoption. With the advent of cloud, the next big opportunity is India’s SMBs. Emerging

technologies like SMAC are leading to new possibilities for consumers, enterprises and technology firms. As these

technology trends continue, firms are becoming more innovative and are looking to provide superior customer

experience in the digital world. Key client investments and client spending will be driven by value, technology,

innovation and cost optimization.

Demand for System Integration (SI) and IT consulting driven by enterprises shifting to customer–centric solutions

are seeking new growth avenues.

Challenges:

Opportunities:

14

Safe Harbour Statement

1. Revenues

2. Operating Expenses

3. EBIDT

4. Profit after Tax

5. Interest and Borrowing

6. Capital Employed

7. Net Worth

8. Fixed Assets

9. Cash Generation

10. Manpower

Certain information pertaining to industry outlook and growth have been extracted from publicly available

information and the same has been provided therein.

Certain statements in this Annual Report concerning our company’s growth prospects are forward-looking

statements, which involve a number of risks and uncertainties that could cause actual results to differ materially from

those in such forward-looking statements.

The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties

regarding fluctuations in earning, intense competition in IT services and general economic conditions affecting

industry.

Financial /Operational Performance:

Revenue for the year ended 31st March, 2014 is Rs 1004.29 as compared to 1239.73 lacs the same period last year.

The ratio of operating expenditure to total income has increased by 5.3 % over the same period last year.

The EBIDT was at 20.44 % for the year ended 31st March, 2014 as compared to 25.67% for the same period last

year.

The Company has made a tax provision of Rs.-- lacs for the year ended 31st March, 2014 as compared to Rs. 60.89

for the previous year ended 31st March 2013.

During the year the Company has incurred interest cost of Rs 63.89 Lacs on its Term Loan, Lease Rent

Discounting, Hire Purchase Loans and others

The Return on Average Capital Employed (ROCE) for the year ended 31st March, 2014 was 0.03% as compared

to (0.05)% for the same period last year.

The Return on Average Net worth (RONW) for the year ended 31st March, 2014 was 0.03% as compared to

(0.06)% for the same period last year.

The Company has made addition of Rs. 154.74 lacs as hardware and Rs. 96.14 lacs as hardware designing in the

year.

Cash generated from operations was Rs (164.62) lacs for the year ended 31st March, 2014

The total employee strength as on 31st March, 2014 was 23 as against 22 as on 31st March, 2013.

Human resource functions and initiatives of your Company to attract, train, retain and motivate employees are

driven by a strong set of values and policies. Your Company has taken all adequate and necessary steps from

time to time to maintain a competitive, healthy and harmonious work environment at all levels.

11. Human Resources/ Industrial Relations

15

1. Company’s Philosophy on Corporate Governance:

2. Board of Directors (Board)

Attendance Record 2012-13

Number of other Directorships, Committee Membership(s) & Chairmanship(s):

Number of Board Meetings held and the date on which held:

Corporate Governance is more a way of Business life than a mere legal compulsion. Your Company

believes that, though its primary focus is on the core objective of earning profits, the same should be

aligned with the expectations of stakeholders. In this direction, the Board of Directors of your

Company are committed to adopt good corporate governance practice as a part of the corporate

culture, a way of its corporate life and a kind of self-disciplinary code designed to serve the ultimate

goal of making the Company a value driven Organization.

The Board consists of 7 members comprising:

• 3 Executive Directors:

• 4 Independent & Non-Executive Directors

S.No Name of the Director Category Meetings Attended Attendance at Last AGM on 30-09-2013

1 Sri.P.C.Pantulu Executive 6 Yes

2 Sri.K.S.Shiva Kumar Executive 6 Yes

3 Sri.P.Chandra Sekhar Executive 6 Yes

4 Sri K.Koteswara Rao Independent 3 No

5 Sri.K.Shankar Independent 3 No

6 Sri.Pawan Kumar Kasera Independent 2 No

7 Dr.D.Jayarami Reddy Independent 0 No

Sl.No Name of the Director Other Directorship Committee Membership Committee Chairmanship

1 Sri P.C. Pantulu 2 1 1

2 Sri K.S. Shiva Kumar 1 1 Nil

3 Sri K.K. Rao 1 1 Nil

4 Sri Shankar Khasnis None 2 1

5 Sri Pawan Kumar Kasera 5 2 1

6 Sri P Chandra Sekhar 5 Nil Nil

7 Sri D J Reddy None 2 Nil

Six Board Meetings were held during the year as against the minimum requirement of four meetings.

The gap between two Board meetings was not more than 3 months at any time.

The dates of Board meeting held during the year under review are:

S.No Date Time Place

1 04-05-2013 10.00 am Corporate Office






16

REPORT ON CORPORATE GOVERNANCE

3. Audit Committee:

1) Mr.Pawan Kumar Kasera Chairman

2) Dr.D.Jayarami Reddy Member

3) Mr.K K Rao Member

The Board of Directors of the Company Constituted Audit Committee consisting of the following Directors, with the role and

responsibilities duly defined and in accordance with the applicable statutory and other requirements. During the year, in all

4 meetings of the Committee took place the Audit Committee comprises of the following Directors.

The Board at its meeting held on May 30, 2014, revised the terms of reference of the Committee to meet with the requirements

of the Companies Act, 2013.

The revised and enhanced scope of the Committee is as follows

• Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that

the financial statements is correct, sufficient and credible;

• Recommendation for appointment, remuneration and terms of appointment of auditors of the Company.

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

• Reviewing with the management, the annual financial statements and auditor’s report thereon before submission to

the Board for approval, with particular reference to :

a) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s Report in terms

of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013

b) Changes, if any in accounting policies and practices and reasons for the same.

c) Major accounting entries involving estimates based on the exercise of judgment by management.

d) Significant adjustments made in the financial statements arising out of audit findings.

e) Compliance with listing and other legal requirements relating to the financial statements.

f) Disclosure of Related party transactions.

g) Qualifications in the draft audit report.

• Reviewing with the management, the quarterly financial statements before submission to the Board for approval;

• Review and monitor the auditor’s independence and performance and effectiveness of audit process;

• Approval or any subsequent modification of transactions of the Company with related parties;

• Scrutiny of inter-corporate loans and investments;

• Valuation of undertakings or assets of the Company wherever it is necessary;

• Evaluation of internal financial controls and risk management systems;

• Reviewing with the management performance of statutory and internal auditors, adequacy of the internal control

systems;

• Reviewing the adequacy of internal audit function, if any including the structure of the internal audit department,

staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal

audit;

• Discussion with internal auditors of any significant endings and follow up thereon;

• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected

fraud or irregularity of a failure of internal control systems of a material nature and reporting the matter to the Board;

• Discussion with statutory auditors, before the audit commences, about the nature and scope of audit as well as post-

audit discussion to ascertain any area of concern;

• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in

case of non-payment of declared dividends and creditors;

• Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance

function or discharging that function) after assessing the qualifications, experience and background, etc of the

candidate;

17

The Committee also reviews various information prescribed under Clause 49(II)(E) of the Listing Agreement with the

Bombay Stock Exchange Limited.

The Chief Financial Officer remains present at the meetings. The Statutory and Internal Auditors are also invited to the

Committee meetings, as and when required.

Mr. Pawan Kumar Kasera , the Chairman of the Audit Committee did not attended the Annual General Meeting held on

September 30, 2013.

Other than whole-time Directors, no other Director receives any remuneration from the Company excepting

Sitting Fees for attending the Board Meetings. The details of remuneration paid to the whole-time Directors is

mentioned in Note 23.

The Board of Directors of the Company constituted Remuneration Committee consisting of the following

Directors, with the role and responsibilities duly defined and in accordance with the applicable statutory and

other requirements.

4. Nomination and Remuneration Committee

a) Composition, Name of the Chairman and Members:

1) Mr.P.C.Pantulu - Chairman

2) Mr. Pawan Kumar Kasera - Member

3) Mr. Shankar Khasnis - Member

b) Attendance during the year

Composition

Scope:

Nomination Duties :

The remuneration Committee had met twice during the year and all the members of the Committee were

present at the meeting.

The composition, role terms of reference as well as powers of the Nomination and Remuneration committee of

the company meets the requirements of section 178 of the companies Act, 2013.

The Board in compliance with the requirements of section 178 of the Companies Act, 2013, renamed the

Remuneration Committee as “Nomination and Remuneration Committee” .

The Committee comprises 2 Independent Directors and 1 Executive Directors.

The Board at its meeting held on May 30, 2014, revised the terms of reference of the Committee to meet with the

requirements of the Companies Act, 2013.

The revised and enhanced scope of the Committee is as follows:

The Role of the Committee in relation to nomination matters include:

• Determining the appropriate size and composition of the Board;

• Formulating criteria for identifying suitable candidates for Directors and Senior Management.

• Identifying persons who are qualified to become Directors and appointed as the Senior Management in

accordance with criteria laid down;

• Formulating the criteria for determining the qualifications, positive attributes and Independence of a director;

• Devising policy on the diversity of the Board;

• Making recommendation to the Board on the appointment and removal of Directors and senior Management

Personnel;

• Developing a plan for identifying, assessing and enhancing Directors’ competencies;

• Developing a succession plan for the Board and regularly reviewing the plan;

• Formulating the criteria for evaluation of Independent Directors and the Board and evaluating the

performance of the Board;

18

• Ensuring that there is an appropriate induction programme in place for new directors and reviewing its

effectiveness ;

• Ensuring that on appointment to the Board, Independent Directors receive a formal letter of appointment

setting out clearly what is expected of them in terms of time commitment committee service and involvement

outside the Board Meetings;

• Identifying and recommending Directors who are to be put forward for retirement by rotation;

• Before appointment is made by the Board, evaluating the balance of the skill, knowledge and experience on the

Board, and in the light of this evaluation prepare a description of the role and capabilities required for a

particular appointment and To consider candidates from a wide range of backgrounds; and

ii). To consider candidates on merit and against objective criteria, taking care that

Appointees have enough time available to devote to the position;

• Delegating any of its powers to one or more of its Members of the secretary of the Committee;

• Considering any other matters as may be requested by the Board; and

• Making available its terms of reference and review annually those terms of reference and its own effectiveness

and recommend any necessary changes to the Board.

The duties of the committee in relation to remuneration matters include:

• To consider and determine, based on their performance and also bearing in mind that the remuneration is

reasonable and sufficient to attract retain and motivate members of the board and such other factors as the

committee shall deem appropriate all elements of the remuneration of the members of the Board and Executive

directors, namely,

i) Base salary (the Committee shall also consider the pension consequences if basic salary increases);

ii) Bonuses and performance-related payments (including profit-sharing schemes);

iii) Discretionary payments;

iv) Pension contributions;

v) Benefits in kind; and

vi) Share options and their equivalents;

• To approve the remuneration of Key Managerial Personnel of the Company maintaining a balance between

fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the

Company ;

• To ensure that the relationship of remuneration to performance is clear and meets appropriate performance

benchmarks;

• Be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of

reference for any remuneration consultants who advise the Committee and considering any other connection

that they may have with the Company;

• In relation to the above, the Committee shall at all times give due regard to published or other available

information relating to pay, bonuses and other benefits of executives in companies which are comparable to the

Company.

• To determine the Company’s recruitment, retention and termination policies and procedures; and

• Professional indemnity and liability insurance for Directors and Senior Management.

• To delegate any of its powers to one or more of its Members or the Secretary of the Committee;

• To make available its terms of reference and review annually those terms of reference and its own effectiveness

and recommend any necessary changes to the Board;

• To consider any other matters as may be requested by the Board.

Remuneration Duties

19

Meetings:

Scope:

During the period under review, the Committee met twice on the following dates : August 09, 2013 and February

14, 2014.

Remuneration of Directors

(a) Executive Directors

The Executive Directors are paid remuneration in accordance with the limits prescribed under the Companies Act,

1956 with the approval of the Board of Directors, Shareholders and Central Government, wherever required.

Details of remuneration and perquisites paid to the Executive Directors during the period April 1, 2013 to March 31,

2014 are as follows:

Remuneration

per Annum

Mr.P.C.Pantulu 15,00,000

Mr.K.Shiva Kumar 9 60,000

Mr.P.Chandra Sekhar 10,80,000

-------------

Total 35,40,000

-------------

(b)Non-Executive Directors

MR.K.Koteswara Rao, Mr Shankar Khasnis,Mr.Pawan Kumar Kasera and Dr.D.Jayarami Reddy were paid sitting

fee to attend the board meeting., for attending Board meetings and various Committee meetings held during the

period under review.

None of the Non-Executive Directors had any material pecuniary relationship or transactions with the Company

other than the sitting fees received by them.

3. Stakeholders Relationship Committee

The composition, role terms of reference as well as powers of the Stakeholders Relationship Committee of the

Company meets the requirements of Section 178 of the Companies Act, 2013.

Composition:

The Board, in compliance with the requirements of Section 178 of the Companies Act, 2013, renamed the

Investors’/ Shareholders’ Grievance Committee as “Stakeholders Relationship Committee” and also changed its

constitution effective May 28, 2014.

The Committee comprises of 2 Independent Directors, 1 Executive Director.

Shankar Khasnis (Chairman)

Dr. D.J.Reddy

Mr.K.S.Shiva Kumar,

The Board at its meeting held on May 30, 2014, revised the terms of reference of the Committee to meet with the

requirements of the Companies Act, 2013.

The revised and enhanced scope of the Committee is as follows:

• To respond to the grievances in general and relating to transfer, transmission and transportation of shares, non-

receipt of declared dividends, interest, non-receipt of balance sheet, duplicate share certificate, etc. of all

shareholders in a time bound manner;

• To monitor and review the performance and service standards of the Registrar and Share Transfer Agents of the

Company and provide continuous guidance to improve the service levels for shareholders;

• To ensure quick redressal of the complaints of all shareholders;

• To maintain cordial relations with the shareholders and other security holders;

• To address such other matters as may from time to time be required by any statutory, contractual or other

regulatory requirements to be attended to by such Committee;

• To monitor the number of grievances received, resolved or pending at the end of the quarter.20

Annual General Meeting

Financial Calendar

Date of Book Closure

Listing on Stock Exchanges

Stock Code

Market Price Date:

Month High -Price ` Low-Price

: Date : 30-09-2014

Time: 10.00 A.M.

Venue: Hotel Taj Tristar,

“SAFFRON” , 1-1-40,

Seven Hills, Sarojini Devi Road.

Secunderabad. 500003

: 01.04.2013 to 31.03.2014

: 25-09-2014 To 30-09-2014

(Both days inclusive)

: 1. The Bombay Stock Exchange Limited

2. The Bangalore Stock Exchange Limited

3. Luxembourg Stock Exchange

: 532271 on BSE

Apr-13 0.63 0.48

May-13 0.90 0.60

Jun-13 0.74 0.53

Jul-13 0.69 0.51

Aug-13 0.72 0.49

Sep-13 0.59 0.49

Oct-13 0.67 0.50

Nov-13 0.81 0.54

Dec-13 0.73 0.54

Jan-14 0.79 0.57

Feb-14 0.70 0.57

Mar-14 0.65 0.50

Source:- www.bseindia.com

General Shareholders Information:

22

Registrar/ Share Transfer Agents :

Share Transfer System:

Distribution of Shareholding:

Dematerialization of shares as on 31.03.2014:

Address for Correspondence:

Aarthi Consultants (p) Ltd

1-2-285,Domalguda,

Hyderabad-500029.

Ph:040-27634445/ 8111/ 27642217

Fax No.040-27632184


url:www.aarthiconsultants.com.

Shares are received at the Registered office of the Company as well as directly at Registrar’s Office.

All are registered within 15 days from the date of receipt, if the documents submitted are found in

order in all respects. A Committee of Directors authorized for approval of share transfers meets at

regular intervals as required and the certificates duly endorsed for transfer are returned to

shareholders within stipulated time of 30 days.

The distribution of shareholding as on 31st March 2014 was as follows:

Category No of Shares Percentage

Promoters 1,07,23,713 14.80

Financial Institutions & Banks 200 --

FIIs/ FCBs -- --

Bodies Corporate 33,66,217 4.65

NRIs 28,25,593 3.90

Overseas Corporate Bodies 15,300 0.02

Trusts 100 --

Clearing Members 8,33,273 1.15

Resident Individuals 5,46,77,566 75.48

Total 7,24,41,962 100.00

Particulars Number of Shares % of Share Capital

CDSL 1,87,79,414 25.92

NSDL 5,30,61,084 73.24

PHYSICAL 6,01,464 0.83

TOTAL 7,24,41,962 100.00

Shareholders can correspond at the Registered Office of the Company at Secunderabad, addressed

to the Company Secretary/ Compliance Officer or to the Registrars & Share Transfer Agents, whose

address has been mentioned elsewhere in this Report.

23

We, P.C.PANTULU, Managing Director, P.CHANDRA SEKHAR, Executive Director,

responsible for the finance function certify that :

a) We have reviewed the financial statements and cash flow statement and Directors Report for the

year ended 31st March, 2014 and to the best of our knowledge and belief :

I) these statements do not contain any materially untrue statement or omit any material fact or contain

statements that might be misleading;

ii) these statements together present a true and fair view of the Company’s affairs and are in

compliance with existing Accounting Standards, applicable laws and regulations.

b) To the best of our knowledge and belief, no transactions entered into by the Company during the

year ended 31st March, 2014 are fraudulent, illegal or violative of the Company’s code of conduct.

c) We accept responsibility for establishing and maintaining internal controls for financial reporting

and we have evaluated the effectiveness of internal control systems of the Company pertaining to

financial reporting. Deficiencies in the design or operation of such internal controls, if any, of which

we are aware have been disclosed to the auditors and the Audit Committee and steps have been

taken to rectify these deficiencies.

d) i) There has not been any significant change in internal control over financial reporting during the

year under reference;

ii) There has not been any significant change in accounting policies during the year requiring

disclosure in the notes to the financial statements; and

iii) We are not aware of any instance during the year of significant fraud with involvement therein of the

management or any employee having a significant role in the Company’s internal control system

over financial reporting.

P.C.PANTULU P.CHANDRA SEKHAR

MANAGING DIRECTOR & CEO DIRECTOR FINANCE & CFO

Place: Hyderabad

Date: 30.05.2014 24

CEO and CFO Certification

To

The Members of Cybermate Infotek Ltd,

Secunderabad.

We have examined the compliance of conditions of corporate governance by Cybermate Infotek

Limited for the year ended on 31.03.2014 as stipulated in clause 49 of the Listing Agreement

of the said company with stock exchanges.

The compliance of conditions of corporate governance is the responsibility of the

Management. Our examination was limited to the procedures and implementation thereof,

adopted by the company for ensuring the compliance of the conditions of Corporate

Governance. It is neither an audit nor an expression of opinion on the financial statements

of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify

that the company has complied with the conditions of Corporate Governance as stipulated in the above-

mentioned listing agreement.

We state that generally no Investor Grievances are pending for a year exceeding one month against the

company as per the records maintained by the shareholders/ Investors Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the company nor

the efficiency or effectiveness with which the management has conducted the affairs of the company.

For P. MURALI & CO.,

CHARTERED ACCOUNTANTS

FRN NO: 007257S

DATE: 30th May 2014 P.MURALI MOHANA RAO

PLACE: Hyderabad PARTNER

M.No.23412

25

Auditors Certificate Regarding Corporate Governance

To the Members of CYBERMATE INFOTEK LIMITED

We have audited the accompanying financial statements of CYBERMATE INFOTEK LIMITED (“ the

Company” ), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss

and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and

other explanatory information.

The Company’s Management is responsible for the preparation of these financial statements that give a true

and fair view of the financial position, financial performance and cash flows of the Company in accordance

with the Accounting Standards referred to in Sub-Section(3C)of Section 211 of the Companies Act,1956(‘the

Act’)read with the General circular 15/ 2013 dated 13 September 2013 of the Ministry of Corporate Affairs in

respect of Section 133 of the Companies Act,2013. This responsibility includes the design, implementation

and maintenance of internal control relevant to the preparation and presentation of the financial statements

that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted

our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of

India. Those Standards require that we comply with ethical requirements and plan and perform the audit to

obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the

financial statements. The procedures selected depend on the auditor’s judgment, including the assessment

of the risks of material misstatement of the financial statements, whether due to fraud or error.

In making those risk assessments, the auditor considers internal control relevant to the Company’s

preparation and fair presentation of the financial statements in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of

the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies

used and the reasonableness of the accounting estimates made by management, as well as evaluating the

overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion.

In our opinion and to the best of our information and according to the explanations given to us, the financial

statements give the information required by the Act in the manner so required and give a true and fair view

in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) In the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and

© In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on the Financial Statements:

Management’s Responsibility for the Financial Statements:

Auditor’s Responsibility:

Opinion:

26

Independent Auditor’s Report

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor’s Report) Order, 2003 (“ the Order” ) issued by the

Central Government of India in terms of sub-section (4A)of section 227 of the Act, we give in the

Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and

belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so

far as appears from our examination of those books.

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this

Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply

with the Accounting Standards referred to in Sub-Section(3C)of Section 211 of the Companies

Act,1956(‘the Act’)read with the General circular 15/ 2013 dated 13 September 2013 of the

Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,2013.

e) On the basis of written representations received from the directors as on March 31, 2014, and

taken on record by the Board of Directors, none of the directors is disqualified as on March 31,

2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of

the Companies Act, 1956.

For P.Murali & Co.,

Chartered Accountants

Firm’s Regn No. 007257S

P. Murali Mohana Rao

Place: Hyderabad Partner

Date:30.05.2014 Membership No. 023412

27

I. (a) The Company has maintained proper records showing full particulars including quantitative details and

situation of Fixed Assets.

(b) As explained to us, the fixed assets have been physically verified by the management at reasonable intervals and

no material discrepancies between the book records and the physical inventory have been noticed on such

verification.

(c) The Company has not disposed off substantial part of the Fixed Assets during the year,

II. The Company is a service company, rendering software related services. The Company’s products, prima-facie,

include developed software product. The inventory of software work-in-progress, being intangible, could not

be physically verified; hence this clause is not applicable.

III. (a) The Company has granted advances to Parties covered in the register maintained U/ s. 301 of the Companies

Act, 1956, and the year end balance of advances to such parties was Rs. 63,41,862/ -

(b) In our opinion terms and conditions on which advances have been granted to parties listed in the register

maintained under section 301 is not prejudicial to the interest of company.

(c) According to the information and explanation given to us, no repayment schedule has been specified and

accordingly the question of regularity in repayment of principal amount does not arise.

(d) There is no overdue amount in excess of Rs. 1 Lakh in respect of advances granted to parties covered under

section 301 of the Companies Act, 1956 since repayment schedule is not stipulated.

(e) The Company has taken advances/ loans from the parties covered in the register maintained U/ s.301 of the

Companies Act, 1956 and the balance amount outstanding as on the last day of the financial year is

Rs.3,37,88,158/ -.

(f) According to the information and explanation given to us, the interest & other terms and conditions on which

advances have been taken from parties listed in the register maintained under section 301 were not prima facie

prejudicial to the interest of company.

IV. In our opinion and according to the information and explanations given to us, there are generally adequate

internal control systems commensurate with the size of the company and the nature of its business with regard

to software development services and fixed assets. There is no continuing failure by the company to correct

any major weaknesses in internal control.

V.a) In our opinion and according to the information and explanation given to us , since no contracts or

arrangements referred to in section 301 of the Companies Act, 1956 have been made by the company in respect

of any party in the financial year, the entry in the register U/ s.301 of the Companies Act, 1956 does not arise.

b) According to the information and explanations given to us, as no such contracts or arrangements made by the

Company, the applicability of the clause of charging the reasonable price having regard to the prevailing

market prices at the relevant time does not arise.

VI. The Company has not accepted any deposits from the public and hence the applicability of the clause of

directives issued by the Reserve Bank of India and provisions of section 58A, 58AA or any other relevant

provisions of the Act and the rules framed there under does not arise. As per information and explanations

given to us no order from the Company Law Board or National Company Law Tribunal or Reserve Bank of

India or any Court or any other Tribunal 7has been received by the Company.

VII. In our opinion, the company is having internal audit system, commensurate with its size and nature of its

business.

VIII. In respect of the Company, the Central Government has not prescribed maintenance of cost records under

clause (d) of sub-section(I) of section 209 of the Companies Act, ,1956.

IX. a) The Company is not regular in depositing statutory dues with the appropriate authorities and at the end of

the financial year the following amounts were outstanding from the date they became payable :

Nature of Due Amount ̀ .

VAT payable 1,34,948

TDS payable 12,37,780

ANNEXURE TO THE AUDITORS' REPORT

28

b) According to the information and explanations given to us, there are disputed amounts which are payable in

respect of Income Tax which are outstanding for more than 6 months from the date they became payable.

Name of the Statute Assessment year Amount ` . Forum where dispute is pending

Income Tax 2009-10 6,43,94,600 ITAT, Hyderabad

Income Tax 2011-12 1,70,34,842 CIT - Appeals

X. The Company has been registered for a period of not less than 5 years, and there are no accumulated

loses at the end of the financial year and the company has not incurred cash losses in this financial year

and in the immediately preceding financial year.

XI. According to information and explanations given to us, the Company has defaulted in repayment of dues

to financial Institutions or banks.

Dues to Financial institutions as of 31st march 2014 Amount .

Dewan Housing Finance Limited 2,43,64,956

XII. According to the information and explanations given to us, the Company has not granted any loans or

advances on the basis of security by way of pledge of shares, debentures and other securities and hence the

applicability of the clause regarding maintenance of adequate documents in respect of loans does not arise.

XIII. This clause is not applicable to this Company as the Company is not covered by the provisions of special

statute applicable to Chit Fund in respect of Nidhi / Mutual Benefit Fund/ Societies.

XIV. According to the information and explanations given to us, the company is not dealing or trading in shares,

securities, Debentures and other investments and hence the provisions of clause 4(xiv) of the Companies

(Auditor's Report) Order 2003, are not applicable to the Company.

XV. According to the information and explanations given to us, the Company has not given any guarantee for

loans taken by others from Banks or Financial Institutions, and hence the applicability of this clause

regarding terms and conditions which are prejudicial to the interest of the company does not arise.

XVI. The Company has not obtained any Term Loan during the previous year and hence the clause of whether the

long term proceeds is utilized for the purpose of short term or not, does not arise and hence this clause is not

applicable.

XVII According to the information and explanations given to us, no funds are raised by the Company on short-

term basis. Hence the clause of short term funds being used for long-term investment does not arise.

XVIII. According to the information and explanations given to us, the Company has made preferential allotment of

9,90,000 Shares to parties covered in the Register maintained under section 301 of the Companies Act, 1956

amounting to Rs.9,90,00,000. The price at which shares have been issued is not prejudicial to the interest of

the Company.

XIX. According to the information and explanations given to us, the company does not have any debentures and

hence the applicability of the clause regarding the creation of security or charge in respect of debentures

issued does not arise.

XX. According to information and explanations given to us, the company has not raised money by way of public

issues during the year; hence the clause regarding the disclosure by the management on the end use of

money raised by Public Issue is not applicable.

XXI. According to the information and explanations given to us, no fraud on or by the Company has been noticed

or reported during the year under audit.

For P.Murali & Co.,


Firm Regn No. 007257S

Place: Hyderabad P.Murali Mohana Rao

DATE: 30-05-2014 Partner

Membership No. 023412

29

BALANCE SHEET As at 31st MARCH, 2014

EQUITY AND LIABILITIES

SHAREHOLDERS' FUNDS

Share Capital 2 724,419,620 625,419,620

Reserves and Surplus 3 405,298,376 405,038,504

1,129,717,996 1,030,458,124

Share application money pending allotment 4 - 99,000,000

1,129,717,996 1,129,458,124

NON-CURRENT LIABILITIES

Long-Term borrowings 5 24,364,956 30,763,297

Defferred Tax Liabilities (Net) 6 10,236,095 11,259,874

34,601,051 42,023,171

CURRENT LIABILITIES

Short-term borrowings 7 8,493,319

521,379

Trade Payables 8 25,218,133 34,293,540

Other current liabilities 9 45,728,982 12,112,405

Short-term provisions 10 7,217,197 8,623,807

86,657,631 55,551,132

Total 1,250,976,679 1,227,032,427

ASSETS

NON CURRENT ASSETS

Fixed Assets

Tangible Assets 11 36,745,937 23,778,422

Intangible Assets 12 36,439,134 38,403,500

Capital work-in-progress 356,892,745 367,399,890

430,077,815 429,581,812

NON--CURRENT INVESTMENTS 13 156,715,915 208,921,219

Other Non-Current Assets 14 16,967,359 22,623,146

603,761,089 661,126,177

CURRENT ASSETS

Current Investments 15 31,372 34,435

Inventories 16 263,036,500 267,886,500

Trade Receivables 17 356,447,879 270,792,509

Cash and Bank Balances 18 217,510 2,775,831

Short-term loans and advances 19 27,482,328 24,416,975

647,215,589 565,906,250

Total 1,250,976,679 1,227,032,427

Summary of Significant Accounting Policies 1

The Accompanying Notes are an Integral part of the Financial Statements

AS PER OUR REPORT OF EVEN DATE

For. P.Murali & Co., For and on behalf of the Board

Firm Regn. No. 007257S

P.C Pantulu K.S.Shiva Kumar

Managing Director Director

P,Murali Mohana Rao

Partner

M.No. 023412 P.Chandra Sekhar

Director

Place: Hyderabad Place: Hyderabad

Date : 30th May 2014 Date : 30th May 2014

Note 2014 2013


BALANCE SHEET as at 31st March 2014

30

Note 2014 2013

Revenue from operations

Software development and allied services 18,360,605 27,762,926

Product revenue 3,385,715 87,220

Finders Fee 78,683,443 96,123,454

100,429,763 123,973,600

Other income 1,195,769 7,289,327

Total revenue 101,625,532 131,262,926

Expenses

Purchasess of network and Security products 20 873,552 -

-

Increase/ Decrease in inventories 21 4,850,000 -

Employee Benefit Expenses 22 7,441,970 31,832,103

Other Expenses 23 67,684,334 65,733,838

Depreciation and Amortization Expenses 11&12 14,009,650 25,567,187

Finance costs 24 6,389,945 7,551,266

Total expenses 101,249,451 130,684,394

PROFIT BEFORE TAXATION 376,081 578,532

Tax Expense:

Current tax 1,139,988 6,077,208

Deferred tax() (1,023,779) 6,089,180)

PROFIT AFTER TAXATION 259,872 590,504

Summary of Significant Accounting Policies 1

The Accompanying Notes are an integral part of the financial statements







P,Murali Mohana Rao

Partner


Director


Statement of Profit and Loss for the Year Ended 31st March 2014

31

Particulars Current Year Previous Year

Amount in Amount in

A. Cash Flow from Operating Activities:

Profit before taxation 376,081 578,532

Adjustments for : -

Depreciation 14,009,650 25,567,187

Interest Expense 6,109,068 7,352,966

Amortisation of Product Development Cost 5,655,787 5,655,787

Diminution in value of investment 52,208,367 52,205,305

Interest Income (17,614)

Dividend Income (2,581)

Operating Profit before working capital changes 78,338,758 91,359,777

(Increase) / Decrease in Inventory 4,850,000 -

(Increase) / Decrease in Trade Receivables (85,655,369) (96,036,509)

(Increase) / Decrease in Short Term Loans and Advances (3,065,353) 6,915,684

Increase / (Decrease) in Trade Payables (9,075,407) 6,903,057

Increase / (Decrease) in Other Current Liabilites 33,616,577 8,407,708

Increase / (Decrease) in Short Term Provisions (2,546,598) 2,546,599

Cash generated from Operations 16,462,607 20,096,317

Taxes Paid - -

Net Cash Generated from Operating activities (A) 16,462,607 20,096,317

B. Cash Flow from Investing Activities :

Purchase of tangible assets/ intangible assets (net) including transfer from CWIP (25,092,799) -

Sale of Fixed Assets 80,000

Decrease in Capital Work In Progress 10,507,145

Interest Income 17,614

Dividend Income 2,581

(Increase) in Current Investments (34,435)

Net Cash Flow from Investing Activities (B) (14,485,459) (34,435)

C. Cash Flow from Financing Activities :

Repayment of Long Term Loans (6,398,341) (4,155,188)

Increase in Short Term Borrowings 7,971,940 (6,478,621)

Interest Paid (6,109,068) (7,352,966)

Net Cash from Financing Activities ( C ) (4,535,469) (17,986,775)

Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) (2,558,320) 2,075,107

Cash & Cash Equivalents at the beginning of the year 2,775,830 700,724

Cash & Cash Equivalents at the end of the year 217,510 2,775,830

Notes

1.The Accompanying Notes are an Integral part of the Financial Statements

2.The above Cash Flow Statement has been prepared under indirect method as set out in AS 3 issued by ICAI

3. Previous Year figures have been regrouped and rearranged where ever neessary to conform to this year's classification

4. Cash and Cash Equivalents Comprise

Cash on hand 1000 22,297

Balances with Banks 216,510 2,753,534

217,510 2,775,831






P,Murali Mohana Rao

Partner


Director



Cash Flow Statement For The Year Ended 31st March 2014

32

1. Basis of Preparation:

2. Use of Estimates:

3. Revenue Recognition:

4. Tangible Fixed Assets:

5. Intangible Assets:

6. Investments:

The financial statements are prepared in accordance with generally accepted principles under the historical cost

convention on the accrual basis with exception to insurance claims, export incentives, interest on calls in arrears

and interest on overdue receivables which are accounted for on cash basis ,and applicable accounting standards

notified under Section 211(3C), Companies (Accounting Standards) Rules 2006, as amended, and other relevant

provisions of the Companies Act 1956.

All the assets and liabilities have been classified as Current or Non Current as per the company’s normal

operating cycle and other criteria set out in the Schedule VI to the Companies Act 1956.

The preparation of financial statements requires the management to make estimates and assumptions that affect

the reported amounts of assets and liabilities, the disclosure of contingent liabilities on the date of the financial

statements and the reported amounts of revenue and expenses during the period. Actual results could differ

from these estimates. Any revision to accounting estimates is recognized prospectively in the current and future

periods.

Revenue from software development and allied services compromises of revenues earned from time and

material and fixed price contracts. Revenue from time and material contracts is recognized as the related services

are performed. Revenue from fixed price contracts are recognized using the proportionate completion method of

accounting.

Revenue from the sale of user licenses for software applications is recognized on transfer of title in the user

license.

Revenue from resale of network and security products and related third party maintenance contracts are

recognized upon despatch..

Tangible assets are stated at acquisition cost less depreciation. Cost of tangible assets comprises purchase price,

duties, levies and other directly attributable costs of bringing the asset to its working condition less CENVAT

credit.

Capital Work-in-Progress includes the costs of Fixed Assets that are not ready for their intended use at the

Balance Sheet Date.

Depreciation on Fixed Assets is provided on the Straight Line Method over their useful lifes at rates prescribed in

Schedule XIV of the Companies Act, 1956.

An intangible asset is recognized when it is probable that future economic benefits attributable to the assets will

flow to the enterprise and where its costs can be reliably measured.

The estimated useful life and rates of deprecation for various fixed assets are as flows:

Class of Asset Useful Life Depreciation

Intangible Assets 10 years 10%

Web Development 4 years 25%

Current investments are carried in the financial statements at lower of cost or fair value determined on an

individual investment basis. Long – term investments are carried at cost. However, provision for diminution in

value is made to recognize a decline other than temporary in the value of the investments.

33

Significant Accounting Policies

7. Inventories:

8. Employee Benefits:

9. Foreign Currency Transactions:

10. Taxes on Income:

11. Earnings per Share:

12. Impairment of Assets:

13. Provisions, Contingent Liabilities and Contingent Assets:

Software products / projects in process are stated at cost.

Contribution to provident and other funds accruing during the accounting period are charged to the

Statement of Profit and Loss. Provision for liabilities in respect of gratuity are accrued and provided

at the end of each accounting period.

Transactions denominated in foreign currencies are recorded at the exchange rate prevailing at the

time of the transaction.

Monetary items denominated in foreign currencies at the yearend are restarted at year-end rates. In

case of items which are covered by Forward Exchange contracts the difference and the premium

paid on forward contracts is recognized over the life of the contract.

Non Monetary foreign currency items are carried at cost.

Any income or expense on account of exchange difference either on settlement or on transaction is

recognized in the profit and loss account.

The provision for taxation is based on the assessable profits determined under the Income Tax Act,

1961. Deferred tax is accounted for by computing tax effect of timing differences, which arose

during the year and is reversed in subsequent periods.

Basic earning per share is computed by dividing the net profit after tax by the weighted average

number of equity shares outstanding during the period.

The company assesses at each balance sheet date whether there is any indication that any asset may

be impaired. If any such indication exists, the company estimates the recoverable amount of the

asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit

to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its

recoverable amount. The reduction is treated as an impairment loss and is recognized in the profit

and loss account.

Probably requires an outflow of resources and a reliable estimate can be made of the amount of the

obligation. A disclosure for a contingent liability is made when there is a possible obligation or a

present obligation that may, but probably will not, require an outflow of resources. Where there is a

possible obligation or a present obligation that the likelihood of outflow of the resources is remote,

no provision or disclosure is made.

34

2. Share Capital

2014 2013

Authorised

8,50,00,000(previous year: 8,50,00,000)

Equity shares of Rs.10 each) 850,000,000 850,000,000

Issued,Subscribed and fully paid up

7,24,41,962(previous year: 6,25,41,962)

Equity shares of Rs.10 each fully paid up -

-

724,419,620 625,419,620

724,419,620 625,419,620

2014 2013

a Reconciliation of the shares at the beginning Nos Rs Nos Rs

and at the end of the year 62541962 625419620

At the Beginning of the year 62541962 625419620

Add: shares issued for cash 990000 - -

Outstanding at the end of the year 9900000

72441962 724419620 -

62541962 625419620

b Terms/ Rights attached to Equity shares

The Company has only one class of equity shares

having a par value of Rs.10 per share.Each holder

of equity shares is entitled to one vote per share.

In the event of Liquidation of the company,

the holder of equity shares will be entitled to

receive any of the remaining assets of the

company after distribution of all preferential

amounts. However, no such preferential amounts

exist currently.

The distribution will be in proportion to number

of equity shares held by the shareholders.

c Details of Shares held by shareholders holding

more than 5% shares of the aggregate

shares in the company:

2014 2013

Nos % Nos %

Mr.P.C.Pantulu 9315820 12.86 ---- ----

---- ----

Notes to Financial Statements for the Year ended 31st March, 2014

35

3 Reserves and Surplus

4 Share Application pending allotment

5 Borrowings

6. Deferred Tax Liability

7. Short Term Borrowings

8. Trade Payables

2014 2013

Securities Premium Account 85,710,000 85,710,000

General Reserve 35,006,187 35,006,187

Surplus in Statement of Profit and Loss

Balance as at the beginning of the year 284,322,317 283,731,813

Add: Profit for the year 259,872 590,504

Balance as at the end of the year 284,582,189 284,322,317

405,298,376 405,038,504

2014 2013

Share Application Money - 99,000,000

During the year the company has received in-principle

approval for preferential allottment of 99,00,000 Equity Shares of Rs.10/ -

each to the promoters of the company from BSE Limited on 30th April 2013 and

accordingly 99,00,000 equity shares of Rs.10/ - each have been allotted on 4th May 2013.

- 99,000,000

2014 2013

Secured

Long term borrowings

Term Loan from Bank - 8,310,006

Term Loan from Finance Company 24,364,956 22,453,291

24,364,956 30,763,297

5.1. Rupee Lease Rental Finance from Finance Company is secured by assignment of Rent Receivables,

and secured collaterally by a first charge on the immoveable property of the Company.

2014 2013

Deferred tax Liability

Difference between book depreciation and Tax depreciation 11,259,874 17,349,054

Deferred Tax Asset

Difference between book depreciation and Tax depreciation 1,023,779 6,089,180

10,236,095 11,259,874

2014 2013

Short term borrowings

From Related parties 8,493,319

From Others 521,379

8,493,319 521,379

2014 2013

Dues to Micro and Small enterprises - -

Dues to other than Micro and small enterprises 25,218,133 34,293,540

25,218,133 34,293,540

8.1. The Company has compiled the information of dues to Micro and small enterprises based on the possession of this information

with the company as on date.

36

13. Investments

14. Other Non-Current Assets

Particulars 2014 2013

Non- Current Investments

Non-Trade: In Equity instruments

Of Subsidiaries-Unquoted

i) Cybermate Infotek Limited Inc.USA

5000 Equity Shares of USD 1 each and Share Application Money Pending Allottment 131,065,009 174,753,345

ii) Cybermate Infotek Ltd FZE.

5000 equity shares of USD 1 each and Share Application Money Pending Allottment 25,550,906 34,067,874

Of other companies-unquoted 156,615,915 208,821,219

- Twin Cities Investments and Finances Ltd

10,000 equity shares of Rs.10/ - each 100,000 100,000 156,715,915 208,921,219


Unamortised Product Development Expenses 16,967,359 22,623,146

16,967,359 22,623,146

9. Other Current Liabilities

10. Short Term Provisions

2014 2013

a) Other Payables 45,728,982 12,112,405

Accrued Salaries and Benefits Rs.155 Lacs

Withholding and Other Taxes Rs.24.29 Lacs

Advances from Others Rs. 277 Lacs

Other Payables Rs.0.99 Lacs 45,728,982 12,112,405


Taxation Net of Payments 7,217,197 8,623,807

- -

7,217,197 8,623,807

37

11 Tangible Assets

12 Intangible Assets

15. Current Investments

Note 16 : Inventories

Note 17 : Trade Receivables

Note 18 : CASH AND BANK BALANCES

Note 19 : Short term Loans and Advances

2014 2013

Trade-Equity instruments

Of other companies-Quoted

Tech Mahindra Ltd(5 equity shares of Rs.10/ -each) 5,900 5,900

HCL Infosystems Ltd (100 Equity Shares of Rs. 2/ - each) 3,665 3,665

Syndicate Bank Ltd (100 Equity Shares of Rs.10/ - each) 10,112 13,175

HCL Technologies Ltd 10 Equity Shares of Rs.2/ - each) 6,726 6,726

APTECH LTD (25 Equity Shares of Rs.2/ - each) 1,941 1,941

ITC Ltd (10 Equity Shares of Rs.1/ - each) 3,028 3,028

31,372 34,435

Total investments

a. Aggregate amount of quoted investments 31,372 34,435

b. Aggregate amount of unquoted investments 156,715,915 208,921,219

156,747,287 208,955,654

2014 2013

Software Products under development 263,036,500 267,886,500

Total 263,036,500 67,886,500


I Outstanding for a period exceeding six months from the date they are due for payment

Unsecured, Considered Good 229,995,478 -

Other Receivables:

Unsecured, Considered Good 126,452,400 270,792,509

356,447,879 270,792,509

2014 2013

a) Balances with banks :

1) On Current Accounts 124,482 69,071

2) On Fixed Deposit Accounts 92,028 2,684,463

b) Cash on hand 1,000 22,297

217,510 2,775,831

2014 2013

Advances Recoverable in cash or kind 16,050,030 13,024,222

Inter Corporate Deposits 10,522,643 10,522,643

Deposits with others 640,965 615,110

Tax deducted at source 268,690 255,000

27,482,328 24,416,975

38

20 Purchases

21 Change in Inventories

22 : Employee Benefit Expenses

23 : Administrative & Other Operating Expenses

24 : Finance Costs

2014 2013

Purchase of Components 873,551.58 -

873,551.58 -

2014 2013

Software Products under development

Product Development Cost at the beginning of the year 267,886,500 267,886,500

Less : Product Development Cost at the end of the year 263,036,500 267,886,500

(Increase) / Decrease in Inventories 4,850,000 -

2014 2013

Salaries & Wages 7,261,421 31,832,103

Contribution to Provident Fund 42,024 -

Staff Welfare Expenses 138,525 -

Total Employee Benefit Expenses 7,441,970 31,832,103

2014 2013

Telephone, Postage and Others 123,463 197,597

Business Promotion Expenses 121,832 33,055

Travelling & Conveyance 440,215 696,961

Office Maintenance 2,694,796 806,292

Printing & Stationery Expenses 99,820 105,749

Security Charges - 77,449

Rent 810,000 660,000

Managerial Remuneration 3,540,000 ,540,000

Electricity & Water 407,055 350,549

RTA & Secretarial Expenses 504,995 529,523

Professional Consultancy fee 613,600 73,875

Board Meeting Expenses 25,215 -

Amortisation of Product Development 5,655,787 ,655,787

AGM Expenses 31,750 26,700

Insurance 69,868 17,869

Auditors Remuneration 200,000 200,000

Bank Charges 112,322 47,821

Investment Written off 52,208,367 52,205,305

Donation 201 -

Prior Period Expenses 25,047 309,306

Total Administrative Expenses 67,684,334 65,733,838

S. No. Particulars 2014 2013

(a) Interest Expenses :

- Interest on secured Loans 6,109,068 7,352,966

- Interest - Others 280,877 198,300

Total Finance Cost 6,389,945 7,551,266

39

Notes to Accounts

25. Investment Written off

26. Inter Corporate Deposits.

27. Miscellaneous Expenses

28. Subsidiary Companies

29. Segment Reporting

30

The company is recognising diminution in value of investments in subsidiary by charging off the amounts to revenue in a

systematic manner over five years. The amounts represents share application money pending allotment which has arisen

on capitalising export receivables.

The balances lying in Inter corporate Deposits have not been recovered for a long period.

The company has filed a winding up petition and also criminal proceedings on one corporate. The Hon’ble High Court of

Andhra Pradesh has ordered for the winding up of the corporate.

The company could not recover any part of its dues so far. The Company is confident that the principal would be

recovered and hence has not made any provision for non recovery of these amounts.

Miscellaneous Expenses were being written off over a period of five years commencing 2006-07. However there was an

addition to Miscellaneous Expenses in the year 2008-09 and hence the balance is being written oven off over the extended

period.

The statement pursuant to Section 212(1) (e) of the companies Act 1956 in respect of the subsidiaries is attached.

The Company has two Wholly Owned Subsidiaries viz Cybermate Infotek Limited Inc at U.S.A and Cybermate Infotek

Ltd F.Z.E at U.A.E. The operations of the Subsidiary in U.S.A. remained dormant since the year 2002. Further, in respect of

the subsidiary in UAE no business has been conducted since its inception. In view of the above the preparation and

presentation of consolidated financial statements could not be made.

In accordance with the requirement of AS-17 on Segment reporting, the company has determined its business segment as

Computer Software Services. Power Division is yet to commence operations. Since all of the company’s business is from

computer software services, there are no other primary reportable segments. Thus the segment revenue , segment result ,

total carrying amount of segment liabilities, total cost incurred to acquire segment assets , the total amount of charge for

depreciation during the year are all reflected in the financial statement of and for the year ended 31st March 2014.

There are no secondary reportable segments (Geographical Segments) since most of the turnover is from outside India.

. The company has overdue receivables in convertible foreign exchange. The Company has not restated these balances at

the balance sheet date as per AS-11-The Effects of Changes in Foreign Exchange Rates since the company intends to

recognize gain/ loss on these receivable only on actual realization since these balances are overdue.

40

31 : Earning Per Share(EPS)

S. No Particulars 2014 2013

32 : Related Party Disclosures

Volume of transactions during the year

Aggregated Related party Disclosures . In Lacs

(a) Profits attributable to equity shareholders 259,872 590,504

b) Weighted Average No . Of Equity Shares outstanding during

the year for calculating Basic and Diluted EPS (Nos) 72,441,962 62,541,962

Basic & Diluted EPS (Rs.) 0.004 0.009

Parties where Control Exists

(a) Wholly Owned Subsidiaries

Cybermate Infotek Ltd Inc

Cybermate Infotek Ltd FZE

(b) Parties having control (directly or indirectly)

Orchasp Energy (P) Ltd

Orchasp Securities (P) Ltd

CIL Infoserve Ltd

Kanti Rekha Power Ltd

II. Key Management Personnel

Mr.P.C.Pantulu - Managing Director

Mr.K.S.Shiva Kumar - Director

Mr.P.Chandra Sekhar - Director

III. Relatives of Key Management Personnel

Mrs.P.Rajeswari, Wife of P.C.Pantulu

Mrs.K.Sirisha, Wife of Mr.P.Chandra Sekhar

Mrs.Sirisha Pattapurathi, Daughter of Mr.P.C.Pantulu

Nature of Transaction Associate Key Management Relatives of Key Management Enterprises controlled by

Personnel Personnel relatives of Key

Management Personnel Total

35.40 35.40

Remuneration - (35.40) - - (35.40)

Advances/ Loans/ ICDs

Received - 296.40 34.01 0.07 330.41

(5.21) (NIL) (117.32) (5.21)

Advances/ Loans/ ICDs

Repaid - 8.56 13.14 20.45 42.15

- (NIL) (NIL) (NIL) (NIL)

Balances Outstanding

as on 31-03-2014

Receivable - 0.41 64.09 64.51

(0.60) (70.66) (71.26)

Payable - 425.38 NIL 425.38

(101.57) (117.32) (218.89)

41

33 : Payments to Auditor


Total 200,000 200,000

34 : Expenditure in Foreign Currency


In Lacs In Lacs

Total - 0.05

35 : Earnings in Foreign Currency


In Lacs In Lacs

Total 50.48 214.83

36 : Contingent Liabilities

2014 2013

In Lacs In Lacs

As Auditor

For Statutory Audit 150,000 150,000

For Tax Audit 25,000 25,000

For Limited Review 25,000 25,000

Travel - 0.05

Others - -

Export Earnings 50.48 214.83

- -

Income Tax Matters on which the company is in appeal 814.28 643.94

b Bank Guarantee in favour of Assistant Commissioner of Customs

for a CPWB warehouse license.

37. Debtors, Creditors, Loans and Advances are subject to confirmation and reconciliation.

38. Previous year figures have been regrouped and rearranged wherever necessary to conform to this years’ classification.






P,Murali Mohana Rao

Partner


Director



a


42

CIN : L72200TG1994PLC017485

Regd. Office : Plot No 4 ,Rail Enclave, Sikh Road, Boinpally, Secunderabad. – 500 009

PROXY FORM Folio No.: ________________

I/ We…………………………………………………… of……………………………………….in the

district of ………………………being a Member/ Members of the above named Company,

hereby appoint Mr/ Mrs/ Kum……………………………………………………………………in the

District of ………….......................as my/ our proxy to attend and vote for me/ us on my/ our

behalf at the 20th Annual General Meeting of the Company to be held on Tuesday the 30th September 2014 at 10.00 am at HOTEL TAJ TRISTAR, AT

“SAFFRON” , 1-1-40,SEVEN HILLS, SAROJINI DEVI ROAD. SECUNDERABAD. 500003, A.P, India, and at any adjournment thereof.

Signed _________________ this ____ day of __________ 2013

Address………………………………………………………………………………………………………………………………………………………………

…………………………………………................ Signature __________________________

Note: The proxy form duly completed must be deposited at the Registered Office of the Company addressed to SECRETARIAL DEPARTMENT

Cybermate Infotek Ltd. at ̀ Plot No. 4, Rail Enclave, Sikh Road, Bowenpally, Secunderabad - 500015,Telangana, INDIA.. Not less than 48 Hrs. before

the time for holding the meeting. A proxy need not be Member.

CIN : L72200TG1994PLC017485

Regd. Office : Plot No 4 ,Rail Enclave, Sikh Road, Boinpally, Secunderabad. – 500 009

ATTENDANCE SLIP

I hereby record my presence at the 20th Annual General Meeting of the Company to be held on Tuesday the 30th September 2014 at 10.00 am at

HOTEL TAJ TRISTAR, AT “SAFFRON” , 1-1-40, SEVEN HILLS, SAROJINI DEVI ROAD. SECUNDERABAD. 500003, A.P, India

Full Name of the Shareholder (in block letters) _____________________________ Signature ______________________

Folio No. _________________________ No. of Shares Held _______________

Full Name of the Proxy (in block letters) ……………………………………………………………………………………..

(to be filled if the proxy attends instead of the Member)

43

Resolution No Matter of Resolution For Against

1 To Consider and adopt the Audited Balance Sheet as at 31st March 2014 and the Profit and Loss Account

of the Company for the year ended on that date and the report of the Directors and Auditors thereon.

2 To Consider and adopt the resolution appointing Sri Pawan Kumar Kasera, who retires by rotation and

being eligible for re-appointment, offers himself for re-appointment

3 To Consider and adopt the resolution appointing Sri Koteswara Rao Kanamarlapudi, who retires by

rotation and being eligible for re-appointment, offers himself for re-appointment

4 To Consider and adopt the resolution appointing M/ s P.MURALI & CO, Chartered Accountants,

Hyderabad as auditors of the Company to hold office from the conclusion of this Annual General

Meeting till the conclusion of the next Annual General Meeting of the Company on such remuneration

as may be fixed

Signed this ………………………..day of …………………………2014

Signature ______________________

44

THIS PAGE IS IN

TENTIONALLY

LEFT BLANK

Plot No. 4, Rail Enclave,

Sikh Road, Bowenpally,

Secunderabad - 500015,

Telangana, INDIA.

Phone :+91-40-6632-6447/ 8

Fax :+91-40-6648-6446

Visit us: www.


cybermateinfotek.com

pdf processed with cutepdf evaluation edition · 2014. 11. 14. · transform millions of lives....

Documents